What is Carried Interest? How Carry Works in PE & VC Funds
By aama.io Fund Operations Team · Last reviewed 2 October 2026
Key facts
| Also called | Carry, performance fee, promote |
|---|---|
| Typical rate | 20% of profits (negotiated per fund) |
| Paid to | The GP, or its carry vehicle, from fund distributions |
| Conditions | Usually a hurdle (preferred return), often with a GP catch-up |
| Timing | Whole-fund (European) or deal-by-deal (American) waterfall |
| Risk to the GP | Clawback if carry is overpaid over the fund's life |
How it works
- Profit is measured. Profit is what the fund distributes above the capital LPs contributed, including capital used for fees and expenses.
- The hurdle is tested. If the fund has a preferred return, LPs must receive it before the GP earns any carry. Below the hurdle, carry is zero.
- The catch-up applies. Above the hurdle, the GP receives all or part of distributions until it holds its carry percentage of total profit to date.
- The split applies. Remaining profit is split between LPs and the GP at the carry ratio, usually 80/20.
- Clawback true-up. At the end of the fund, if the GP was paid more than its entitlement, it returns the excess to LPs under the clawback.
Worked example: $100M fund, 8% hurdle, 20% carry, full catch-up
LPs contributed $100M. For simplicity, the 8% compounding hurdle works out to $36M of profit over four years. Compare three outcomes (whole-fund waterfall).
| Outcome A: $130M returned → profit $30M, below the $36M hurdle | Carry $0 |
| Outcome B: $140M returned → profit $40M, $4M into the catch-up | Carry $4M |
| Outcome C: $200M returned → profit $100M, catch-up complete | Carry $20M |
The hurdle creates a cliff: A earns nothing despite a 30% gain. By C, a full catch-up has put the GP at exactly 20% of total profit, as if there had been no hurdle.
Common mistakes
- Calculating carry as 20% of all gains without applying the hurdle and catch-up.
- Ignoring fees and expenses when measuring profit. LPs must recover them before carry is earned.
- Forgetting that early carry in a deal-by-deal waterfall may have to be clawed back later.
- Assuming carry is taxed the same everywhere. Treatment varies by jurisdiction and facts.
The Singapore and APAC angle
Carry terms are set in the fund documents, not by Singapore law. The Singapore-specific question is tax: how carry is taxed depends on the jurisdictions of the GP and its investment team and the facts, and on whether the fund holds a Section 13O or 13U incentive. Model it with the tools below and take advice before relying on a figure.
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Sources
ILPA Principles 3.0General information, not tax, legal, accounting or investment advice. This content is sourced from the references above and from public regulatory material, and it can become outdated. Always confirm the current position with your fund documents (LPA), IRAS (for tax treatment) and a licensed tax adviser, and take professional advice for your specific situation, before relying on it.